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Share Issuance and Disposal4483JMDC Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Share Subscription Rights (Stock Options)

The Company resolved to issue a total of 6,880 stock acquisition rights, from the 19th to the 21st series, to directors, executive officers and employees, among others. If all rights are exercised, the number of common shares will increase by 684,000.

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60In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1.05
Ratio to total issued shares (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights (stock options) by offering (19th, 20th and 21st series stock acquisition rights)

Who receives how much

Series 19 stock acquisition rights 654,000 shares (6,540 rights × 100 shares) / Series 20 stock acquisition rights 27,000 shares (270 rights × 100 shares) / 21st series stock acquisition rights 7,000 shares (70 rights × 100 shares)

The Company's directors, executive officers and employees, and directors and employees of the Company's subsidiaries54 / 6,540 rights
The Company's executive officers and employees, and directors of the Company's subsidiaries23 / 270 rights
Employees of the Company and employees of the Company's subsidiaries2 / 70 rights

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

Series 19 stock acquisition rights ¥1,200 per right / Series 20 stock acquisition rights No consideration / 21st series stock acquisition rights No consideration
Total issue value

¥7,848,000 (19th series stock acquisition rights)

発行済株式総数

Increase of 684,000 shares (if all rights are exercised)

1.05% (if all of these stock acquisition rights are exercised)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
Series 19 stock acquisition rights The closing price of the Company's common shares on the Tokyo Stock Exchange on the allotment date. Adjustment provisions apply in the event of a share split, share consolidation or similar event / Series 20 stock acquisition rights ¥1 per share. Adjustment provisions apply in the event of a share split, share consolidation or similar event / 21st series stock acquisition rights ¥1 per share. Adjustment provisions apply in the event of a share split, share consolidation or similar event
Exercise period
From 1 July 2029 to 31 July 2035
Number of Stock Acquisition Rights
Total number issued 6,880 rights (6,540 rights in the 19th series, 270 rights in the 20th series and 70 rights in the 21st series) / Unexercised balance Not disclosed
Reason for acquisition without consideration
If an agreement or other matter relating to a corporate reorganization is approved by a general meeting of shareholders or resolved by the Board of Directors, or if the holder of the stock acquisition rights becomes unable to exercise them under the exercise conditions
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Conditions for lifting transfer restrictions
For the 19th and 20th series, consolidated EBITDA must exceed ¥22.0 billion in any one of the 4 fiscal years from the fiscal year ending March 2029 through the fiscal year ending March 2032. For the 21st series, the performance targets of the Company's subsidiary to which the relevant recipient belongs must be achieved
Categories and Number of Persons Covered
The Company's directors, executive officers and employees, and directors and employees of the Company's subsidiaries: 54 people, 6,540 rights; the Company's executive officers and employees, and directors of the Company's subsidiaries: 23 people, 270 rights; employees of the Company and employees of the Company's subsidiaries: 2 people, 70 rights
Intended allottee's holding policy
The acquisition of the stock acquisition rights through a transfer requires approval by resolution of the Company's Board of Directors
Payment date
16 July 2026 (19th series stock acquisition rights only; no cash payment is required for the 20th or 21st series)
Basis for determining the amount to be paid
For the 19th series stock acquisition rights, the closing price of the Company's common shares on the Tokyo Stock Exchange on the allotment date, or, if no trading takes place, the closing price on the most recent trading day. The issue price was determined with reference to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The exercise price for the 20th and 21st series is ¥1 per share
Procedures under the Corporate Code of Conduct
The issue price was determined with reference to a valuation by the independent valuation institution 株式会社プルータス・コンサルティング
Impact on Business Performance
No impact on financial performance from the issuance of these stock acquisition rights has been stated
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights (stock options) by offering (19th, 20th and 21st series stock acquisition rights)
Number of shares to be issued or disposed ofSeries 19 stock acquisition rights 654,000 shares (6,540 rights × 100 shares) / Series 20 stock acquisition rights 27,000 shares (270 rights × 100 shares) / 21st series stock acquisition rights 7,000 shares (70 rights × 100 shares)
Issue price and disposal priceSeries 19 stock acquisition rights ¥1,200 per right / Series 20 stock acquisition rights No consideration / 21st series stock acquisition rights No consideration
Total issue value¥7,848,000 (19th series stock acquisition rights)
Payment date16 July 2026 (19th series stock acquisition rights only; no cash payment is required for the 20th or 21st series)
Intended allotteeCategory The Company's directors, executive officers and employees, and directors and employees of the Company's subsidiaries / Number of Employees 54 / Number of units 6,540 rights, Category The Company's executive officers and employees, and directors of the Company's subsidiaries / Number of Employees 23 / Number of units 270 rights, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 2 / Number of units 70 rights
Intended allottee's holding policyThe acquisition of the stock acquisition rights through a transfer requires approval by resolution of the Company's Board of Directors
Dilution Rate1.05% (if all of these stock acquisition rights are exercised)
Total number of issued sharesIncrease of 684,000 shares (if all rights are exercised)
Basis for determining the amount to be paidFor the 19th series stock acquisition rights, the closing price of the Company's common shares on the Tokyo Stock Exchange on the allotment date, or, if no trading takes place, the closing price on the most recent trading day. The issue price was determined with reference to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The exercise price for the 20th and 21st series is ¥1 per share
Exercise priceSeries 19 stock acquisition rights The closing price of the Company's common shares on the Tokyo Stock Exchange on the allotment date. Adjustment provisions apply in the event of a share split, share consolidation or similar event / Series 20 stock acquisition rights ¥1 per share. Adjustment provisions apply in the event of a share split, share consolidation or similar event / 21st series stock acquisition rights ¥1 per share. Adjustment provisions apply in the event of a share split, share consolidation or similar event
Exercise periodFrom 1 July 2029 to 31 July 2035
Number of Stock Acquisition RightsTotal number issued 6,880 rights (6,540 rights in the 19th series, 270 rights in the 20th series and 70 rights in the 21st series) / Unexercised balance Not disclosed
Conditions for lifting transfer restrictionsFor the 19th and 20th series, consolidated EBITDA must exceed ¥22.0 billion in any one of the 4 fiscal years from the fiscal year ending March 2029 through the fiscal year ending March 2032. For the 21st series, the performance targets of the Company's subsidiary to which the relevant recipient belongs must be achieved
Reason for acquisition without considerationIf an agreement or other matter relating to a corporate reorganization is approved by a general meeting of shareholders or resolved by the Board of Directors, or if the holder of the stock acquisition rights becomes unable to exercise them under the exercise conditions
Categories and Number of Persons CoveredThe Company's directors, executive officers and employees, and directors and employees of the Company's subsidiaries: 54 people, 6,540 rights; the Company's executive officers and employees, and directors of the Company's subsidiaries: 23 people, 270 rights; employees of the Company and employees of the Company's subsidiaries: 2 people, 70 rights
Procedures under the Corporate Code of ConductThe issue price was determined with reference to a valuation by the independent valuation institution 株式会社プルータス・コンサルティング
Impact on Business PerformanceNo impact on financial performance from the issuance of these stock acquisition rights has been stated
Items this document does not state (10)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To accelerate business expansion into new areas and profit growth, and to retain and secure talented personnel both inside and outside the Company and enhance their motivation and morale. The exercise conditions for the 19th and 20th series stock acquisition rights require consolidated EBITDA to exceed ¥22.0 billion, while the exercise condition for the 21st series stock acquisition rights is the achievement of performance targets by the relevant subsidiary.

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Notice Regarding the Issuance of New Share Subscription Rights (Stock Options) | JMDC Inc. (4483) timely disclosure | Komori